Thank you for buying a product or signing up for a subscription with Rombis AI, Inc. (“Rombis AI”, “we” or “us”). By placing an order, clicking to accept this Agreement, or using or accessing any Rombis AI Service or related services, you agree to all the terms and conditions of this Terms of Service Agreement (“Agreement”). If you are using a Rombis AI Service or related services on behalf of a company or other entity, then “Customer” or “you” means that entity, and you are binding that entity to this Agreement; otherwise, “Customer” or “you” means the individual person being bound to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement and each Order Form is entered into by an employee or representative with all necessary authority to bind that entity to this Agreement. Please note that we may modify this Agreement as further described in the amendments section below, so you should make sure to check this page from time to time.
1. Overview of the Rombis AI Platform
Rombis AI provides a suite of products that allows Customers to automatically analyze merchant statements, assist with lead nurturing, gain market insights, as well as other functionality that may become available in the future. The platform may be delivered via Rombis AI properties, as well as via Customer or Affiliates properties, in the form of web, mobile, server-side, API, or in any other form. If delivered on properties other than those belonging to Rombis AI, Customer first installs Rombis AI Code for the relevant platform, and then uses the tools within the applicable Rombis AI Service.
2. Definitions
2.1 “Add-On”
means integrations, applications, and other add-ons that are used with the Rombis AI Service.
2.2 “Affiliate”
means any entity which is controlled by, in control of, or is under common control with a party to this Agreement, where “control” means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.
2.3 “Aggregate/Anonymous Data”
means: (i) data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to Customer; and (ii) learnings, logs, and data regarding use of the Rombis AI Service.
2.4 “Authorized Users”
means Customer’s employees and third parties who are acting for Customer’s benefit and on its behalf.
2.5 “Confidential Information”
means code, inventions, know-how, product plans, inventions, and technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
2.6 “Content”
means documents, text, images or other content that Customer selects for use with the Rombis AI Service.
2.7 “Customer Apps”
means the applications (such as for web or mobile platforms) expressly identified in the applicable Order Form.
2.8 “Customer Data”
means: (i) Content; (ii) Submitted Data.
2.9 “Customer Property or Properties”
means: (i) Customer Sites; (ii) Customer Apps; or (iii) other types of platforms or properties (as may be supported by Rombis AI) specified in the applicable Order Form.
2.10 “Customer Sites”
means the web domains expressly identified in the applicable Order Form.
2.11 “Documentation”
means the end user technical documentation created by Rombis AI and provided with the Rombis AI Service.
2.12 “Rombis AI Code”
means the code developed and provided by Rombis AI to Customer for use in connection with the Rombis AI Service, which may include Rombis AI’s JavaScript code, SDK(s) and Add-Ons developed and provided by Rombis AI.
2.13 “Rombis AI Property or Properties”
means web, mobile, or any type of application or environment under the control of Rombis AI.
2.14 “Rombis AI Service”
means the specific proprietary software-as-a-service product(s) of Rombis AI specified in Customer’s Order Form, including any related Rombis AI Code and Documentation, and excluding any Third-Party Products.
2.15 “Rombis AI Technology”
means the Rombis AI Service, any and all related or underlying documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the Rombis AI Service), anything delivered as part of support or other services, and any updates, modifications or derivative works of any of the foregoing, including as may incorporate any Feedback.
2.16 “Order Form”
means any Rombis AI ordering documentation, online sign-up, credits purchase, or subscription flow that references this Agreement. Where applicable, credits may be purchased and exchanged for functionality on the Rombis AI Service.
2.17 “Regulated Data”
means: (i) any personally identifiable information (other than personal information about Authorized Users); (ii) any government IDs, financial information (including bank account or payment card numbers), or any other information subject to regulation or protection under specific laws or regulations.
2.18 “Scope of Use”
means the usage limits or other scope of use descriptions for the Rombis AI Service included in the applicable Order Form (including descriptions of packages and features) or Documentation. These include any numerical limits on Authorized Users, descriptions of product feature levels, and names or numerical limits for Customer Properties.
2.19 “Submitted Data”
means data uploaded, inputted or otherwise submitted by Customer to the Rombis AI Service, including Third-Party Content.
2.20 “Subscription Term”
means the initial term for the subscription to the applicable Rombis AI Service, as specified on Customer’s Order Form(s), and each subsequent renewal term, automatic or not (if any), for the same or different period.
2.21 “Third-Party Content”
means content, data or other materials that Customer provides to the Rombis AI Service from its third-party data providers, including through Add-Ons used by Customer.
2.22 “Third-Party Product”
means any applications, integrations, software, code, online services, systems, other products, and Add-Ons not developed by Rombis AI.
3. Account Registration and Use
Customer and its Authorized Users may need to register for a Rombis AI account in order to place orders or to access or receive a Rombis AI Service. Account information must be accurate, current, and complete, and will be governed by Rombis AI’s Privacy Policy (currently available at rombis.ai/privacy-policy). Customer agrees to keep this information up-to-date so that Rombis AI may send notices, statements, and other information by email or through Customer’s account. Customer must ensure that any user IDs, passwords, and other access credentials (such as API tokens) for the Rombis AI Service are kept strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must immediately terminate that person’s access to its account and any Rombis AI Service. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords or access credentials. Customer must notify Rombis AI immediately of any breach of security or unauthorized use of its account. Accounts are granted to specific Customers and must not be shared with others.
4. Use Rights
4.1 Use of Rombis AI Services
Subject to all the terms and conditions of this Agreement, Rombis AI grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Subscription Term to access and use the Rombis AI Service(s) designated on Customer’s Order Form solely for Customer’s internal business purposes, but only in accordance with this Agreement, the Documentation, and all applicable Scope of Use descriptions. The Rombis AI Service may require installation of Rombis AI Code on Customer Properties. In these cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant Rombis AI Code on the specified Customer Properties and, in the case of Customer Apps, to distribute the installed Rombis AI Code with Customer Apps.
4.2 Use by Others
Customer may permit its Authorized Users to use the Rombis AI Service, provided their use is for Customer’s benefit only and remains in compliance with this Agreement. Customer will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions of this Agreement. Use by all Authorized Users in aggregate will count towards applicable Scope of Use restrictions.
4.3 General Restrictions
Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share, or otherwise provide access to the Rombis AI Service to a third party (except Authorized Users); (ii) incorporate the Rombis AI Service (or any portion of it) with, or use it with or to provide, any site, product, or service, other than on Customer Properties owned-and-operated by Customer and as specifically permitted above; (iii) publicly disseminate information regarding the performance of the Rombis AI Service (which is deemed Rombis AI’s Confidential Information); (iv) modify or create a derivative work of the Rombis AI Service or any portion of it; (v) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Rombis AI Service (including Rombis AI Code), except to the extent expressly permitted by applicable law and then only with advance notice to Rombis AI; (vi) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Rombis AI Service; (vii) distribute any portion of the Rombis AI Service other than the Rombis AI Code installed in Customer Properties as specifically permitted above; (viii) access the Rombis AI Service for the purpose of building a competitive product or service or copying its features or user interface; (ix) use the Rombis AI Service for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Rombis AI’s prior written consent; or (x) remove or obscure any proprietary or other notices contained in the Rombis AI Service, including in any reports or output obtained from the Rombis AI Service.
4.4 Beta Releases and Free Access Subscriptions
Rombis AI may provide Customer with a Rombis AI Service or Rombis AI Code for free or on a trial basis (a “Free Access Subscription”) or with “alpha”, “beta”, or other early-stage Rombis AI Services, Rombis AI Code, integrations, or features (“Beta Releases”), which are optional for Customer to use. This Section will apply to any Free Access Subscriptions or Beta Releases (even if Beta Releases are provided for a fee or counts towards Customer’s Scope of Use allocations) and supersedes any contrary provision in this Agreement. Rombis AI may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases.
Nevertheless, and without limiting the other disclaimers and limitations in this Agreement, CUSTOMER AGREES THAT ANY FREE ACCESS SUBSCRIPTION OR BETA RELEASES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY, SUPPORT, MAINTENANCE, STORAGE, SLA, OR INDEMNITY OBLIGATIONS OF ANY KIND. WITH RESPECT TO BETA RELEASES, CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH ROMBIS AI WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK.
Rombis AI makes no promises that future versions of Beta Releases will be released or will be available under the same commercial or other terms. Rombis AI may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time for any reason or no reason in Rombis AI’s sole discretion, without liability.
5. Customer Data
5.1 Rights in Customer Data
As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data, all Customer Properties, and all content contained within them (excluding any Rombis AI Technology). Customer hereby grants Rombis AI a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the Rombis AI Service and related services to Customer and as set out in Section 5.2 (Aggregate/Anonymous Data). For Content, this includes the right to publicly display and perform Content on the Customer Properties (including derivative works and modifications) as directed by Customer through the Rombis AI Service.
5.2 Aggregate/Anonymous Data
Customer agrees that Rombis AI has the right to generate Aggregate/Anonymous Data and that Aggregate/Anonymous Data is Rombis AI Technology, which Rombis AI may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Rombis AI’s products and services and to create and distribute reports, derivative works, and other materials). For clarity, Rombis AI will only disclose Aggregate/Anonymous Data externally in a de-identified (anonymous) form that does not identify Customer, Authorized Users, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). Customer is not responsible for Rombis AI’s use of Aggregate/Anonymous Data.
5.3 Security
Rombis AI agrees to maintain commercially reasonable technical and organizational measures designed to secure its systems from unauthorized disclosure and modification. Rombis AI’s security measures will include: (i) storing Customer Data on servers located in a physically secured location; and (ii) using firewalls, access controls, and similar security technology designed to protect Customer Data from unauthorized disclosure and modification.
5.4 Storage
Rombis AI does not provide an archiving service. During the Subscription Term, Customer acknowledges that Rombis AI may delete Content no longer in active use. Rombis AI expressly disclaims all other obligations with respect to storage.
5.5 Data Export
Rombis AI provides the ability for Customer to export data at any time in the Rombis AI Service.
6. Customer Obligations
Customer agrees to: (i) maintain a legally-adequate privacy policy on its Customer Properties; (ii) obtain all necessary rights, releases, and consents to allow Customer Data to be collected, used, and disclosed in the manner contemplated by this Agreement and to grant Rombis AI the rights set out in this Agreement; (iii) use the Rombis AI Service in compliance with this Agreement and then-current Acceptable User Policy; (iv) not submit, collect, or use any Regulated Data to or with the Rombis AI Service (including from Third-Party Products); (v) comply with any third-party terms applicable to any Customer Apps (such as app store terms), and to any Third-Party Products used in connection with the Rombis AI Service; (vi) not take any action that would cause Rombis AI, the Rombis AI Service or the Rombis AI Code to become subject to any third-party terms (including open source license terms). Customer represents and warrants that its Customer Properties and the collection, use, and disclosure of Customer Data will not violate any third-party rights, including intellectual property, privacy and publicity rights. If Customer receives any take down requests or infringement notices related to Customer Data or its use of Third-Party Products, it must promptly: (a) stop using the related item with the Rombis AI Service; and (b) notify Rombis AI. If Rombis AI receives any take down requests or infringement notices related to Customer Data or Customer’s use of Third-Party Products, Rombis AI may respond in accordance with its policies, and will notify and consult with the Customer on next steps.
7. Services
Rombis AI makes available web-based support through its website (currently available at www.rombis.ai). Additional support services may be available to Customer upon payment of applicable fees (if any), as specified in Customer’s Order Form. Any support services are subject to this Agreement and Rombis AI’s applicable support policies. Rombis AI may also provide onboarding, deployment and other services under this Agreement. The scope, pricing, and other terms for these additional services will be specified in an Order Form, Order Form exhibit, or other document referencing this Agreement. Customer may use anything delivered as part of these additional services internally during its Subscription Term to support its authorized use of the Rombis AI Service, subject to the restrictions in Section 4 (Use Rights) above applicable to the Rombis AI Service itself. Rombis AI’s ability to deliver services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the services. For avoidance of doubt, Customer retains ownership of any Confidential Information it provides to Rombis AI.
8. Fees and Payment
Customer agrees to pay all fees in the currency and payment period specified in the applicable Order Form. Rombis AI’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Rombis AI. Customer will make tax payments to Rombis AI to the extent amounts are appropriately included in Rombis AI’s invoices. Rombis AI sends invoices electronically, and invoices for the Rombis AI Service in advance as set out in the Order Form, and for overages, if applicable in the relevant Order Form, monthly in arrears. If Customer requires a Purchase Order number referenced on Rombis AI’s invoice, Customer must promptly provide the Purchase Order number. If Customer does not promptly provide the Purchase Order number, Customer agrees to pay the invoice without a referenced Purchase Order Number. Customers may have the option to pay by credit card. If Customer is paying by credit card, it authorizes Rombis AI to charge any fees and amounts automatically to Customer’s credit card without invoice. Payments are non-refundable and non-creditable and payment obligations non-cancellable. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the amount due or the maximum amount allowed by law.
9. Term and Termination
9.1 Term
Unless otherwise specified, Rombis AI subscriptions are structured as annual commitments, paid upfront or monthly. This Agreement is effective until all Subscription Terms for the Rombis AI Service(s) have expired or are terminated as expressly permitted in this Agreement.
9.2 Subscription Term and Renewals
By executing an Order Form for purchase of a Rombis AI Service, Customer is agreeing to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause) or a Service-Specific Term. If no subscription start date is specified on the applicable Order Form, the subscription starts when Customer first obtains access to the Rombis AI Service. Each Subscription Term will automatically renew for additional successive periods unless: (i) otherwise stated on the applicable Order Form; or (ii) either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal, new Order Form, or Order Form changes will be at Rombis AI’s then-applicable rates.
9.3 Suspension of Service
Rombis AI may suspend Customer’s access to the Rombis AI Service(s) if: (i) Customer’s account is overdue; or (ii) Customer has exceeded its Scope of Use limits. Rombis AI may also suspend Customer’s access to the Rombis AI Service(s), remove Customer Data or disable Third-Party Products if it determines that: (a) Customer has breached Sections 4 (Use Rights) or 6 (Customer Obligations); or (b) suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Rombis AI Service. Rombis AI will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period under this Section 9.3. However, unless this Agreement has been terminated, Rombis AI will cooperate with Customer to promptly restore access to the Rombis AI Service once it verifies that Customer has resolved the condition requiring suspension.
9.4 Termination for Cause
Either party may terminate this Agreement, including any related Order Form, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter). Rombis AI may also terminate this Agreement or any related Order Forms immediately if Customer breaches Sections 4 (Use Rights) or 6 (Customer Obligations), or for repeated violations of this Agreement.
9.5 Effect of Termination
Upon any expiration or termination of this Agreement or an Order Form: (i) Customer’s license rights terminate and it must promptly: (a) stop use of the applicable Rombis AI Service(s) (including any related Rombis AI Technology); (b) stop distributing any Rombis AI Code installed on its Customer Properties; and (c) delete (or, at Rombis AI’s request, return) any and all copies of the Rombis AI Code, any Rombis AI documentation, passwords or access codes, and any other Rombis AI Confidential Information in Customer’s possession, custody, or control; and (ii) Customer’s right to access any Customer Data in the applicable Rombis AI Service will cease and Rombis AI may delete the Customer Data at any time after 30 days from the date of termination. If Customer terminates this Agreement, by non-payment or otherwise, any remaining credits, user accounts, and any items of explicit or implied monetary value in Customer’s account are automatically forfeited. If Rombis AI terminates this Agreement for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
9.6 Survival
The following Sections survive any expiration or termination of this Agreement: 2 (Definitions); 3 (Account Registration and Use); 4.3 (General Restrictions); 4.4 (Beta Releases and Free Access Subscriptions); 5.1 (Rights in Customer Data); 5.2 (Aggregate/Anonymous Data); 8 (Fees and Payment); 9 (Term and Termination); 10 (Confidential Information); 11 (Rombis AI Technology); 12 (Indemnification); 13.2 (Disclaimers); 14 (Limitations of Liability); 15 (Third-Party Products and Integrations); and 16 (General).
10. Confidential Information
10.1 Confidentiality Obligation
Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for Rombis AI, includes the subcontractors referenced in Section 16.5), provided that the party remains responsible for any recipient’s compliance with the terms of this Section 10 and that these recipients are bound to confidentiality obligations no less protective than this Section.
10.2 Exclusions
These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advanced notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
10.3 Remedies
The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
11. Rombis AI Technology
11.1 Ownership and Updates
This is a subscription agreement for access to and use of the Rombis AI Service. Customer acknowledges that it is obtaining only a limited right to use the Rombis AI Service and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer under this Agreement. Customer agrees that Rombis AI (or its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Rombis AI Technology (which is deemed Rombis AI’s Confidential Information) and reserves any licenses not specifically granted in this Agreement. Other than the Rombis AI Code, the Rombis AI Service is offered as an online, hosted product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Rombis AI Service and that Rombis AI at its option may make updates, bug fixes, modifications or improvements to the Rombis AI Service from time-to-time.
11.2 Feedback
If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Rombis AI (collectively, “Feedback”), Customer hereby grants Rombis AI a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however Rombis AI will not identify Customer as the source of the Feedback. Nothing in this Agreement limits Rombis AI’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
12. Indemnification
Customer agrees to defend and indemnify Rombis AI from and against any third-party claims and liabilities to the extent resulting from: Customer Data; Customer Properties (including services or products provided through the Customer Properties); or a breach or alleged breach of Section 6 (Customer Obligations). Customer must not settle any claim without Rombis AI’s prior written consent if the settlement would require Rombis AI to admit fault, pay amounts that Customer must pay under this Agreement, or take or refrain from taking any action. Rombis AI may participate in a claim through counsel of its own choosing at its own expense and Customer and Rombis AI will reasonably cooperate on the defense.
13. Disclaimers
ALL ROMBIS AI TECHNOLOGY AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NEITHER ROMBIS AI NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ROMBIS AI MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT ROMBIS AI TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT CUSTOMER DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED WITHOUT LOSS, OR THAT ROMBIS AI TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE. ROMBIS AI DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. ROMBIS AI WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, THIRD-PARTY PRODUCTS, THIRD-PARTY CONTENT, OR NON-ROMBIS AI SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM CUSTOMER IN BREACH OF THIS AGREEMENT, FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON ROMBIS AI TECHNOLOGY OR ROMBIS AI’S RELATED SERVICES (INCLUDING CHANGES TO CUSTOMER PROPERTIES). THE DISCLAIMERS IN THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
14. Limitations of Liability
14.1 Liability Cap
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROMBIS AI OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES. ROMBIS AI’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO ROMBIS AI FOR THE APPLICABLE ROMBIS AI SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, ROMBIS AI’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
14.2 Exceptions
NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 14 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 14 WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.3 Failure of Essential Purpose
EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ROMBIS AI TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
15. Third-Party Products and Integrations
If Customer uses Third-Party Products in connection with the Rombis AI Services, those products may make Third-Party Content available to Customer and may access Customer’s instance of the Rombis AI Service, including Customer Data. Rombis AI does not warrant or support Third-Party Products or Third-Party Content (whether or not these items are designated by Rombis AI as “powered”, “verified” or otherwise) and disclaims all responsibility and liability for these items and their access to the Rombis AI Services, including their modification, deletion, disclosure, or collection of Customer Data. Rombis AI is not responsible in any way for Customer Data once it is transmitted, copied, or removed from the Rombis AI Services by Customer or under Customer’s direction.
16. General
16.1 Assignment
This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that Rombis AI may assign this Agreement without consent to an Affiliate or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be void.
16.2 Notices
Any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices) to Rombis AI, in English, at the following address, support@rombis.ai, and include “Attn. Legal Department” in the subject line. Rombis AI may send notices to the email addresses on Customer’s account or, at Rombis AI’s option, to Customer’s last-known postal address. Rombis AI may also provide operational notices regarding the Rombis AI Service or other business-related notices through conspicuous posting of the notice on Rombis AI’s website or the Rombis AI Service. Each party consents to receiving electronic notices. Rombis AI is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.
16.3 Publicity
Unless otherwise specified in the applicable Order Form, Rombis AI may use Customer’s name, logo, and marks (including marks on Customer Properties) to identify Customer as a Rombis AI customer on Rombis AI’s website and other marketing materials.
16.4 Subcontractors
Rombis AI may use subcontractors and permit them to exercise the rights granted to Rombis AI in order to provide the Rombis AI Service and related services under this Agreement. These subcontractors may include, for example, Rombis AI’s hosted service and CDN providers. However, subject to all terms and conditions of this Agreement, Rombis AI will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance of the Rombis AI Services if and as required under this Agreement.
16.5 Subpoenas
Nothing in this Agreement prevents Rombis AI from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Rombis AI will use commercially reasonable efforts to notify Customer where permitted to do so.
16.6 Independent Contractors
The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
16.7 Force Majeure
Neither party will be liable for any delay or failure to perform its obligation under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
16.8 Export
Customer is responsible for obtaining any required export or import authorizations for use of the Rombis AI Services. Customer represents and warrants that it, its Affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. Customer must not access or use the Rombis AI Service in violation of any U.S. export embargo, prohibition or restriction.
16.9 Amendments; Waivers
Any modification or amendment to this Agreement must be made in writing and executed by an authorized representative of each party. However, if Rombis AI modifies the Agreement during Customer’s Subscription Term, the modified version will take effect upon Customer’s next Subscription Term renewal. In addition: (a) If Rombis AI launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer’s acceptance or use; (b) changes to any terms will take effect immediately for Free Access Subscriptions; and (c) during a Subscription Term, Rombis AI may update Rombis AI’s Privacy Policy, and Acceptable Use Policy from time-to-time to reflect process improvements or changing practices, and these changes will take effect thirty (30) days from the date of posting so long as they do not substantially diminish Customer’s rights or create substantial additional Customer obligations during a Subscription Term. Rombis AI’s Documentation is available online and constantly being developed and improved, and as a result, during a Subscription Term Rombis AI may update the Documentation to reflect best practice with the relevant Rombis AI Service, provided that these changes do not substantially diminish Customer’s rights or create substantial Customer obligations. In the event of any conflict between this Agreement and any Order Form, this Agreement will take precedence unless otherwise expressly provided. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.
16.10 Severability
If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
16.11 No Third-Party Rights
Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form(s) as the Customer, and not any Customer Affiliates.
16.12 Entire Agreement
This Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Rombis AI Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only and have no legal effect.
16.13 Governing Law
This Agreement is governed by the laws of the State of Pennsylvania, without regard to choice or conflict of law rules thereof.
16.14 Attorneys’ Fees and Costs
The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
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